CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED — AGM Information 2003

Jun 2, 2003

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this document or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in UNIVERSAL HOLDINGS LIMITED , you should at once hand this document with the accompanying proxy form to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this document, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

UNIVERSAL HOLDINGS LIMITED 友利控股有限公司

(Incorporated in the Cayman Islands with limited liability)

GENERAL MANDATES TO REPURCHASE SHARES

AND

TO ISSUE SHARES

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of UNIVERSAL HOLDINGS LIMITED to be held at Unit 4306-07, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on 26 June 2003 at 9:30 a.m. is set out on pages 7 to 10 of this document. Whether or not you propose to attend the meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company’s Registrars, Tengis Limited, at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. Completion and return of a proxy form will not preclude shareholders from attending and voting at the annual general meeting if they so wish.

2 June 2003

DEFINITIONS

In this document, the following expressions have the following meanings unless the context requires otherwise:—

“Annual General Meeting”	the annual general meeting of the Company to be held on 26 June
	2003, notice of which is set out on pages 7 to 10 of this document
“Company”	Universal Holdings limited, a company incorporated in the Cayman
	Islands with limited liability and listed on the Stock Exchange
“Directors”	the directors of the Company
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong Special
	Administrative Region
“Latest Practicable Date”	28 May 2003 being the latest practicable date prior to the printing of
	this document
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange
“Repurchase Proposal”	the proposal to give a general mandate to the Directors to exercise the
	powers of the Company to repurchase during the period as set out in
	the Repurchase Resolution Shares up to a maximum of 10% of the
	issued share capital of the Company as at the date of the Repurchase
	Resolution
“Repurchase Resolution”	the proposed ordinary resolution no. 5 (1) of the notice of the Annual
	General Meeting
“Share Repurchase Rules”	the relevant rules set out in the Listing Rules to regulate the repurchase
	by companies with primary listing on the Stock Exchange of their
	own securities on the Stock Exchange
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeover Code”	the Hong Kong Code on Takeovers and Mergers
“UAL”	Universal Appliances Limited, a wholly owned subsidiary of the
	Company. Pursuant to a scheme of arrangement (details of which were
	disclosed in the circular of UAL dated 31 July 2002), the then
	shareholders of UAL became the shareholders of the Company. UAL
	ceased to be listed on the Stock Exchange on 22 October 2002 and
	the Company was listed on the Stock Exchange since 23 October 2002

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LETTER FROM THE CHAIRMAN

UNIVERSAL HOLDINGS LIMITED 友利控股有限公司

(Incorporated in the Cayman Islands with limited liability)

Directors:

Mr. Ko Chun Shun, Johnson (Chairman) Mr. Cheong Chow Yin* Mr. Wilton Timothy Carr Ingram # Dr. Wong Yau Kar, David #

• non-executive Directors

Independent non-executive Directors

Registered office: Century Yard Cricket Square Hutchins Drive P.O. Box 2681 GT George Town Grand Cayman Cayman Islands

Principal Office in Hong Kong: Unit 4306-07 Far East Finance Center 16 Harcourt Road Admiralty Hong Kong

2 June 2003

To shareholders of the Company and

holders of preference shares of the Company (for information only)

Dear Sir or Madam,

GENERAL MANDATES TO REPURCHASE SHARES

AND

TO ISSUE SHARES

GENERAL MANDATE TO REPURCHASE SHARES

The Directors propose to seek your approval of the Repurchase Resolution to be proposed at the Annual General Meeting. An explanatory statement as required under the Share Repurchase Rules to provide the requisite information of the Repurchase Proposal is set out in the appendix hereto.

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LETTER FROM THE CHAIRMAN

GENERAL MANDATE TO ISSUE SHARES

It will also be proposed at the Annual General Meeting two ordinary resolutions (Resolutions No. 5(2) and No.5(3)) as set out in the notice of the Annual General Meeting, granting the Directors a general mandate to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company as at the date of passing the resolution and adding to such general mandate so granted to the Directors any Shares representing the aggregate nominal amount of the Shares repurchased by the Company after the granting of the general mandate to repurchase Shares up to 10% of the issued share capital of the Company as at the date of passing the Repurchase Resolution.

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,774,293,157 Shares, and 240,760,000 non-voting convertible preference shares of HK$0.01 each which are convertible to 240,760,000 Shares, subject to adjustment.

Subject to the passing of the relevant resolution and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under this general mandate to issue a maximum of 554,858,631 Shares representing not more than 20% of the issued share capital of the Company at the Latest Practicable Date.

RECOMMENDATION

The Directors believe that all the above-mentioned resolutions to be proposed at the Annual General Meeting are in the best interests of the Company and its shareholders. Accordingly, the Directors recommend that all shareholders should vote in favour of those resolutions set out in the notice of Annual General Meeting.

By Order of the Board Ko Chun Shun, Johnson Chairman

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EXPLANATORY STATEMENT

APPENDIX

This appendix serves as an explanatory statement, as required by the Share Repurchase Rules, to provide requisite information to you for your consideration of the proposal to permit the repurchase of Shares up to a maximum of 10% of the issued share capital of the Company as at the date of passing the Repurchase Resolution. For the purpose of this appendix, the term “shares” shall be as defined in the Code of Share Repurchases to mean shares of all classes and securities which carry right to subscribe or purchase shares.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,774,293,157 Shares, and 240,760,000 non-voting convertible preference shares of HK$0.01 each which are convertible to 240,760,000 Shares, subject to adjustment.

Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Resolution to repurchase a maximum of 277,429,315 Shares representing not more than 10% of the issued share capital of the Company at the Latest Practicable Date.

2. REASONS FOR REPURCHASE

The Directors believe that the Repurchase Proposal is in the best interests of the Company and its shareholders. Such purchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share of the Company and will only be made when the Directors believe that such a repurchase will benefit the Company and its shareholders.

3. FUNDING OF REPURCHASES

In repurchasing any Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum and articles of association and applicable laws of the Cayman Islands.

The Directors do not propose to exercise the power to repurchase Shares pursuant to the Repurchase Proposal to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT

APPENDIX

4. SHARE PRICES

The highest and lowest prices at which the Shares (or the ordinary shares of UAL, before 22 October 2002) have traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date are as follows:—

	Highest	Lowest
	HK$	HK$
2002
May	0.108	0.062
June	0.077	0.059
July	0.075	0.022
August	0.057	0.026
September	0.044	0.021
October	0.035	0.021
November	0.033	0.021
December	0.033	0.023
2003
January	0.033	0.022
February	0.051	0.024
March	0.055	0.028
April	0.036	0.028

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Resolution and in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge and belief and having made all reasonable enquiries, their associates, have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Proposal if such is approved by the shareholders.

No connected persons of the Company (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Proposal is approved by the shareholders.

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EXPLANATORY STATEMENT

APPENDIX

6. TAKEOVER CODE

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Proposal, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeover Code. As a result, a shareholder or group of shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeover Code.

As at the Latest Practicable Date, Mr. Ko Chun Shun, Johnson together with his associates was beneficially interested in 1,019,077,150 Shares representing 36.7% of the issued share capital of the Company. Should the power to repurchase Shares pursuant to the Repurchase Proposal be exercise in full, Mr. Ko Chun Shun, Johnson together with his associates would be beneficially interested in 40.8% of the issued share capital of the Company, exceeding the 2 per cent creeper under the Takeover Code. The Directors consider that such an increase may give rise to an obligation on Mr. Ko Chun Shun, Johnson and his concert parties to make a mandatory general offer for the Company under Rule 26 of the Takeover Code. The Director has no present intention to exercise this repurchase mandate in part or in full which may lead to any shareholders of the Company triggering a mandatory general offer obligation for the Company under the Takeover Code. In the event that the power to repurchase Shares pursuant to the Repurchase Proposal is exercised in full, the number of Shares held by the public would not fall below 25%.

7. SHARE PURCHASE MADE BY THE COMPANY

The Company had not purchased any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

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NOTICE OF ANNUAL GENERAL MEETING

UNIVERSAL HOLDINGS LIMITED 友利控股有限公司

(Incorporated in the Cayman Islands with limited liability)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at Unit 430607, Far East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong on 26 June 2003 at 9:30 a.m. for the following purpose:

1. To receive and consider the Audited Financial Statements and the Reports of the Directors and of the Auditors for the year ended 31 December 2002.

2. To re-elect the following persons as directors of the Company:

3. (i) Mr. Cheong Chow Yin;

4. (ii) Mr. Wilton Timothy Carr Ingram; and

5. (iii) Dr. Wong Yau Kar, David.

6. To authorise the Board of Directors to fix the remuneration of the Director.

7. To appoint Messrs. PricewaterhouseCoopers as auditors to hold office until the conclusion of the next annual general meeting at a fee to be fixed by the auditors.

8. As special business, to consider, if thought fit, passing the following resolutions which will be proposed as Ordinary Resolutions:—

9. (1) “ THAT :—

   • (a) subject to paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of HK$0.01 each in the capital of the Company on The Stock Exchange of Hong Kong Limited (“Stock Exchange”) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the aggregate nominal amount of shares of the Company which the Directors of the Company is authorised to repurchase pursuant to the approval in paragraph (a) above shall not exceed 10% of the aggregate nominal amount of the fully paid shares of HK$0.01 each in capital of the Company in issue at the date of passing this Resolution, and the said approval shall be limited accordingly; and

• (c) for the purposes of this Resolution, “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:—

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the articles of association of the Company to be held; and

  • (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”

• (2) “ THAT :—

• (a) subject to paragraph (c) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.01 each in the capital of the Company and to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into shares of the Company) which would or might require the exercise of such power after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) an issue of shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into shares of the Company; (iii) an issue of shares as scrip dividends pursuant to the articles of association of the Company from time to time; or (iv) an issue of shares under any option scheme or similar arrangement for the grant or issue to employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company, shall not exceed 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purpose of this Resolution,

“Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:—

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by law or the articles of association of the Company to be held; and

• (iii) the date on which the authority set out in this Resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting; and

“Rights Issue” means an offer of shares open for a period fixed by the Directors of the Company to the holders of shares of the Company on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares as at that date (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).”

• (3) “ THAT subject to the passing of the Resolutions No.5(1) and 5(2) set out in the Notice convening the meeting, the general mandate granted to the Directors of the Company to allot and deal with additional shares pursuant to Resolution No.5(2) set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of shares in the capital of the Company repurchased by the Company under the authority granted pursuant to Resolution No.5(1) set out in the notice convening this meeting, provided that such amount of shares so repurchased shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the said Resolution.”

By Order of the Board Jason Chan Company Secretary

Hong Kong, 2 June 2003

Notes:—

1. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company.

2. To be valid, the proxy form, together with any power of attorney or other authority (if any) under which it is signed or notarially certified copy of such power or authority must be deposited with the Company’s Registrars, Tengis Limited, at G/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

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